Terms and Conditions of Service.

1. SERVICES

(a) Consultant shall provide consulting services to the Company, and perform the duties and responsibilities set out in Schedule “A” (herein referred to as the “Services”).
(b) Consultant shall provide the Services described in Schedule “A” commencing on the Start Date described in Schedule “A”.
(c) Consultant shall provide the Services diligently and in a professional and competent manner.
(d) Consultant represents that it is a duly incorporated, valid and subsisting corporation under the laws of Alberta or Canada.

2.INDEPENDENT CONTRACTOR STATUS

(a)It is understood and agreed that the Consultant is not an employee of the Company and is not entitled to any benefits to which employees of the Company are entitled.
(b)It is understood and agreed that the Consultant is an independent contractor in relation to the Company and shall not purport to be an employee of the Company.
(c)Consultant shall not be precluded from providing services similar to the Services to any other person or company; provided that such services do not conflict, in the reasonable opinion of the Company, with Consultant’s performance of the Services hereunder.
(d)The Consultant shall have authority to exercise exclusive control, direction and management over the Services and to provide the Services according to its own means and methods. The Consultant understands and agrees that all persons employed by the Consultant in performing the Services pursuant to this Agreement are not the employees of the Company for any purpose whatsoever.
(e)The Consultant shall be free to determine the hours of when it will perform the Services.
(f)Workers’ Compensation coverage is not provided by the Company, and any desire or obligation for Consultant to maintain a Workers’ Compensation Board (WCB) account as an independent contractor, is the responsibility of the Consultant.
(g)The Consultant shall at all times understand and fully comply with:
(i)All applicable laws, ordinances, statutes, rules and regulations present and future of the municipalities, province, and country in which the Services are performed; and
(ii)The Company’s Health, Environment and Safety programs.

3.TERM AND TERMINATION

(a)The term of this Agreement (the “Term”) shall be from the Start Date as set out in Schedule “A” and shall terminate the date that is 30 days following the date that either of the Company or the Consultant provides written notice in accordance with Section 3(b) of this Agreement.
(b)If Company decides to terminate contract before the term has ended, the Company will be charged 100% of the monthly consulting fees for each month remaining in the contract term, and their service will stop immediately. If Company wants to terminate their service at the end of their contract, they must notify MediaWorx Consulting Inc. within 30 days by email to mworxconsulting@gmail.com during their contract period. Verbal cancellations are not accepted.
(c)MediaWorx Consulting Inc. offers the Company the ability to purchase the AdWords campaign optimized and created by MediaWorx Consulting Inc. Fees are equal to the monthly AdWords spend as indicated on the front of this agreement. If budget increased at a later date, fees will be equal to the existing monthly budget on the date of termination.
(d)This Agreement shall immediately terminate without action or notice by any of the parties hereto upon the demise of either party or the inability of the Consultant to provide services due to death or permanent disability of Consultant.
(e)Upon termination of this Agreement for any reason, Consultant shall be entitled to receive payment for any Services provided by Consultant that remain outstanding at the effective date of the termination of this Agreement, which payment shall become due and payable five (5) days after such date of termination.

4.REMUNERATION

(a)The Consultant shall be paid on the terms specified in Schedule “A” (hereinafter referred to as the “Contract Fees”) and shall invoice the Company once per calendar month during the term of this Agreement. If the Consultant is entitled to reimbursement for expenses, the Consultant shall provide receipts for such reimbursable expenses together with its invoice to the Company. The Company will pay the Consultant within ten (10) days of receipt of each invoice by the Company.
(b)The Consultant agrees to comply with the requirements of all applicable statutes and regulations, and to pay and accept full and exclusive liability for the contributions required by, but not limited to, the Employment Insurance Act, the Canada Pension Plan Act, the Income Tax Act and the Workers’ Compensation Act.
(c)The Consultant shall promptly pay all claims of all persons, corporations or firms furnishing materials or services as part of the performance of the Services hereunder. The Consultant shall use all reasonable efforts to have its subcontractors, if any, comply with workers’ compensation legislation and all other similar legislation and regulations applicable to workers employed by it.
(d)As a condition precedent to the payment of any portion of the Contract Fees to the Consultant hereunder, the Company may require the Consultant to submit evidence satisfactory to the Company of the payment and release of all claims by the parties described in Clause 4(e) in the form of a lien waiver, duly commissioned or notarized, as required.

5.LIABILITY AND INDEMNITY

Except as may be otherwise provided in this Agreement, Owner and Consultant agree that each party shall, with respect to:
(a)its own servants, agents, employees, invitees and subcontractors;
(b)the property of its servants, agents, employees, invitees and subcontractors; and
(c)its own property;
Be liable for all losses, costs, damages, expenses and legal fees which it may suffer, sustain, pay or incur directly or indirectly arising from or in connection with this Agreement on account of bodily injury to or death of such persons, or damage to such persons, or loss of or damage to such property. This liability and indemnity shall apply without limit and without regard to cause or causes, including, without limitation, the negligence, whether sole, concurrent, gross, active, passive, primary or secondary, or the willful act or omission, of either Party or any other person or otherwise.

6.CONFIDENTIALITY

(a)The Consultant covenants and agrees that it shall not either during the term of this Agreement or thereafter, disclose directly or indirectly to any person, firm or corporation or authorize anyone else to disclose all or any part of any information whatsoever, including but not limited to, data, plans, reports, computer programs, drawings, procedures, contracts, specifications or forecasts, which is received or ascertained by the Consultant, directly or indirectly from the Company, or which originated or was otherwise acquired by the Consultant in connection with, as a result of, or incidental to the performance of the Services hereunder. The Consultant covenants and agrees that all such information shall be held in strict confidence at all times.
(b)The confidentiality requirements specified in clause 8(a) shall not apply to information which:
(i)Is or becomes, through no fault of or breach of this Agreement by the Consultant, part of the public domain;
(ii)Is already in the Consultant’s possession in written form without restriction on use or disclosure and was not received in anticipation of performance of the Services; or
(iii)was lawfully acquired from a third party (as evidenced by the Consultant’s written records) having no obligation of secrecy or restriction on use from that third party.

7.SUBCONTRACTING

Either party may sub-contract the performance of any of its obligations under this Agreement without prior written consent of the other party. Where either party sub-contracts the performance of any of its obligation under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.

8.CONFLICT OF INTEREST

The Consultant shall make all reasonable efforts to prevent occurrences of, and eliminate conditions that could result in a conflict with the best interest of the Company. The Consultant shall make all reasonable efforts to prevent conflicts of interest arising out of relationships between agents and employees of the Consultant and agents and employees of the Company.

9.COPYRIGHT

The Consultant reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Consultant’s services or facilities. The Consultant reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright including but not limited to Google®, Facebook® network, etc. All accounts created or managed are proprietary and will remain in the sole possession of MediaWorx Consulting Inc. MediaWorx does not allow clients direct access to the Google® AdWords Accounts they create under the MediaWorx Consulting master account for a client, due to privacy issues and conflict of interest concerns. Company will receive direct and transparent reporting from Google® AdWords. This term does not apply for pre-existing Google® Ads accounts taken over and managed by Mediaworx.

10.COMPLETION DATE

Google® AdWords® account will be completed within fifteen (15) ‘’business days’’ (a day – excluding weekends) of receipt of fully completed agreement form and after payment has cleared. Google® may from time to time review ad campaigns which can take up to 2 weeks to complete. While accounts are under review, they will not show on Google®. As the review process is out of Mediaworx’s control, ad campaigns might take longer then 5 business days to become activated. Google® may decide to review ad campaigns after activation or anytime ads are edited.

11.NOTICES

(a)All notices, reports, accounts and other communications (hereinafter collectively referred to as “Notices”) which may be given under this Agreement shall be in writing and sent by registered mail or hand delivered to the addresses of the parties as set out in Schedule “A”.
(b)All Notices so mailed shall be deemed to be given to and received by the addressee five (5) Business Days after the mailing thereof, excluding postal service strikes or lockouts. All Notices sent hand delivered shall be deemed to have been received on the day the hand delivery was sent, if it was sent before 2:00 p.m. on a Business Day, otherwise it shall be deemed to be received on the next Business Day. “Business Day” means every day except Saturdays, Sundays and Alberta statutory holidays.
(c)Any party may change its address by advising the other party in writing in accordance with the provisions of this clause.

12.ENTIRE AGREEMENT

(a)This Agreement represents the entire agreement between the Consultant and the Company and supersedes all other agreements, documents, writings and verbal understanding between the parties. All other terms, conditions, representations and warranties are herein merged. Schedule “A” is incorporated herein by reference and forms part of this Agreement.
(b)No amendment or variation to the provisions of this Agreement shall be binding upon any party unless it is evidenced in writing and executed by both parties.

13.APPLICABLE LAW

This Agreement shall be construed, interpreted and enforced in accordance with the laws and jurisprudence of Alberta and the laws of Canada, if applicable. The parties submit to the exclusive jurisdiction of the courts of Alberta for the adjudication of any dispute arising directly or indirectly from this Agreement.

14.SEVERABILITY

If any term of this Agreement shall be found to be or deemed to be unenforceable, illegal or invalid, then this Agreement shall be construed as if such term was omitted and the remainder of this Agreement shall not be affected thereby.

15.WAIVER

No waiver by a party of any breach of any of the terms of this Agreement shall be effective to bind that party unless the same be expressed in writing by that party. Any waiver so given shall extend only to the particular breach waived and shall not limit or affect any rights with respect to any other or future breach.

16.TIME OF THE ESSENCE

Time shall be of the essence of this Agreement.

17.INTERPRETATION

In this Agreement, words importing the singular number include the plural and vice versa, and words importing the use of any gender shall include masculine, feminine and neuter genders, and the word “person” shall include an individual, partnership, corporation, or other incorporated or unincorporated organization or entity.

18.HEADINGS

The headings used in this Agreement are inserted solely for convenience and shall not be considered or given any effect in interpreting this Agreement or ascertaining the intent of the parties.

19.ENUREMENT

This Agreement shall be binding upon and enure to the benefit of the parties and their respective heirs, successors, administrators and permitted assigns.

SCHEDULE “A” to a Contract for Professional Consulting Services effective as of the Start Date between the Company and MediaWorx Consulting Inc.

“Services”(Clause 1(a)):
The capacity in which the Consultant is engaged is to provide Online Marketing & Web services for the Company.

“Term” (Clause 3 (a))
The Start Date is the date signed, as indicated on the front of this Agreement. The Term is minimum 6 months or as indicated on the front of this agreement, mutually agreed upon by MediaWorx Consulting Inc. and Company. The contract shall be renewed monthly after the first term.

“Contract Fees” (Clause 4(a)):
The Consultant shall be paid a one-time set-up fee as indicated on the front of this agreement. Furthermore, the Consultant shall receive a regular fee for providing the Services (the “Consulting Fee”). The Consulting Fee shall be paid monthly in an amount equal to the percentage indicated on the front of this agreement of media purchased by the Company in the month, prior to applicable taxes.

“Address for Service for the Company” (Clause 13(a)):
As indicated on the front of this agreement.

“Address for Service for Consultant” (Clause 13(a)):
MediaWorx Consulting Inc.
265 Tuscany Ridge Park NW
Calgary, AB, T3L 2H8